Attached files
| file | filename |
|---|---|
| EX-4.1 - EX-4.1 - Mead Johnson Nutrition Co | a14-11187_4ex4d1.htm |
| EX-1.1 - EX-1.1 - Mead Johnson Nutrition Co | a14-11187_4ex1d1.htm |
| EX-5.1 - EX-5.1 - Mead Johnson Nutrition Co | a14-11187_4ex5d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2014
MEAD JOHNSON NUTRITION COMPANY
(Exact name of Registrant as Specified in Charter)
|
Delaware |
|
001-34251 |
|
80-0318351 |
|
(State or other Jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
2701 Patriot Blvd., Glenview, Illinois |
|
60026-8039 |
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (847) 832-2420
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On May 13, 2014, Mead Johnson Nutrition Company (the “Company”) issued $500,000,000 of its 4.60% Senior Notes due 2044 (the “Notes”) upon completion of a public offering . The Notes were issued pursuant to an indenture, dated as of November 1, 2009, as supplemented by a second supplemental indenture, dated as of May 13, 2014 (the “Second Supplemental Indenture”), between the Company and The Bank of New York Mellon Trust Company, as trustee.
Item 8.01 Other Events.
Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (Registration No. 333-194345) filed with the Securities and Exchange Commission on March 6, 2014 relating to $500,000,000 aggregate principal amount of 4.60% Senior Notes due June 1, 2044 of Mead Johnson Nutrition Company offered pursuant to the Prospectus Supplement dated May 6, 2014.
Item 9.01 Financial Statements and Exhibits
|
(d) |
|
Exhibits |
|
Exhibit |
|
Description |
|
|
|
|
|
1.1 |
|
Underwriting Agreement, dated May 6, 2014, among Mead Johnson Nutrition Company and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the underwriters named therein. |
|
|
|
|
|
4.1 |
|
Second Supplemental Indenture, dated as of May 13, 2014, between Mead Johnson Nutrition Company, and The Bank of New York Mellon Trust Company, N.A., as trustee. |
|
|
|
|
|
4.2 |
|
Form of the 4.60% Senior Notes due June 1, 2044 (included in Exhibit 4.1). |
|
|
|
|
|
5.1 |
|
Opinion of Mayer Brown LLP, counsel for Mead Johnson Nutrition Company, as to the validity of the Senior Notes. |
|
|
|
|
|
23.1 |
|
Consent of Mayer Brown LLP (included in Exhibit 5.1) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Date: May 13, 2014 |
| |
|
|
| |
|
|
| |
|
|
MEAD JOHNSON NUTRITION COMPANY | |
|
|
| |
|
|
| |
|
|
By: |
/s/ William C. P’Pool |
|
|
|
William C. P’Pool |
|
|
|
Senior Vice President, General Counsel and Secretary |